They also voted with unanimous consent
to appoint Mrs. Clare Findlay and Messrs. Johan Volckaerts, Gary Fry and
Pierre Van Beneden as new members of the Company’s Board of Directors,
with effect on the date when the Company is registered with Companies House,
and until the close of the annual general meeting held in 2014 to notably
approve the statutory and consolidated accounts of the Company for the
current financial year.
Appointment of the new statutory auditor of the Company (5th resolution)
The Company’s shareholders acknowledged the termination of the mandates of the current statutory and deputy statutory auditors of the Company with effect on the date when it is registered with Companies House.
They also voted with unanimous consent
to appoint KPMG LLP as new statutory auditor of the Company, with effect
on the date when the Company is registered with Companies House, and until
the close of the annual general meeting held in 2014 to notably approve
the statutory and consolidated accounts of the Company for the current
DETAILED VOTE INFORMATION
A detailed vote result for each of the proposed resolutions is attached as an appendix to this press release (Appendix 2).
NEXT STEPS OF THE PROPOSED TRANSFER
Please find below the next steps of the Proposed Transfer, being noted that some of the dates mentioned below are provisional and based on management’s current expectations (in particular, as to how long Companies House and the Nancy Trade and Companies Register will take to process documents) and are subject to change.
25 October 2013
Issue of notices of the shareholders’ decision relating to the Proposed Transfer in Le Paysan Lorrain and in the BALO.
Opening of the one-month period for those shareholders being opposed to the Proposed Transfer to request the repurchase of their shares.
26 November 2013
Board meeting to record the number of shares the repurchase of which has been requested by the Company’s shareholders opposing the Proposed transfer, and to confirm that the Proposed Transfer will proceed.
Week ending 6 December 2013
Issue of a certificate by a French notary attesting to completion of acts and formalities to be accomplished before the Proposed Transfer.
Week ending 13 December 2013
Application for registration at Companies House is made by the Company.
Week ending 20 December 2013
Payment of their shares to those shareholders opposing the Proposed Transfer who made a share repurchase request.
No later than 31 December 2013
Removal of registration of the Company from the Nancy Register of Trade and Companies and issue of a notice on the transfer in the Official Journal of the EU.
The share repurchase offer will include
information on the price at which the shares will be repurchased as set
by the Board on 30 September 2013 (i.e. Euro 1.80 per share), the proposed
means of payment for those shares, the period during which the offer will
be valid (which will be a minimum of 20 calendar days), as well as the
place where the offer acceptance must be sent.
Dispute on the share repurchase price
Any dispute formed by a shareholder with respect to the share repurchase price will have to be brought to the competent court within the jurisdiction of the Appeal Court of Nancy, within the period set by the share repurchase offer, as set out by the provisions of article R.229-8 of the French Commercial Code.
In accordance with the provisions of the same article, should a dispute formed by one shareholder with respect to the share repurchase price be accepted by the court, this would put all other shareholders having filed a valid share repurchase request with the Company in the same position, as required by the provisions of article 331 of the French Civil Procedure Code.
Detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meeting held on 18 October 2013
Number of shares forming the Company’s share capital: 10,289,781
Number of own shares held by the Company which are deprived of voting rights: 155,767
Number of shares entitled to vote at the Company’s meetings: 10,134,014
Quorum at the ordinary meeting (20% of shares with a voting right): 2,026,803
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,533,505
Number of shares held by shareholders:
- attending, or being represented at, the meeting: 2,945,190
- having given a proxy to the chairman of the meeting: 1,650
- having voted by postal vote: 20,650
Number of shares to be used for quorum computation: 2,967,490 or 29.28% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these 2,967,490 shares: 2,971,219
DETAILED VOTE FOR EACH PROPOSED RESOLUTION
Extraordinary meeting of the Company’s shareholders